SAFE & GREEN HOLDINGS CORP. — Director's Dealing 2016

Nov 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SG BLOCKS, INC. (SGBX)
*CIK: 0001023994
Period of Report: 2016-06-30

Reporting Person: Galvin Paul M. (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-30	Common Stock	J	30432	—	Acquired	30432	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-01	Stock Options (right to buy)	$1	A	40000	Acquired	2026-10-31	Common Stock (40000)	Direct
2016-11-01	Stock Options (right to buy)	$0.01	A	294819	Acquired	2026-10-31	Common Stock (294819)	Direct

Footnotes

F1: These securities were acquired pursuant to the Issuer's Amended Plan of Reorganization, approved by the U.S. Bankruptcy Court for the Southern District of New York on May 23, 2016 (the "Plan").

F2: Shares are held by Tag Partners, LLC, of which Paul Galvin is a managing member and in which he has a controlling interest. As a result, Mr. Galvin may be deemed to beneficially own the shares of common stock owned by Tag Partners, LLC. Mr. Galvin specifically disclaims beneficial ownership of the shares of common stock held by Tag Partners, LLC, except to the extent of his pecuniary interest therein, and this filing shall not be deemed to be an admission that Mr. Galvin is the beneficial owner of such shares of common stock.

F3: The options are exercisable at the greater of $1.00 and fair market value, which will be determined within 90 days of the date of grant.

F4: The options were issued pursuant to the Issuer's Stock Option Plan.

F5: The options vest, subject to the Reporting Person's continued role as a director, in equal installments of 10,000 shares of underlying common stock on the last day of each fiscal quarter following the date of grant until the options are 100% vested.

F6: The options are exercisable at the greater of $0.01 and fair market value, which will be determined within 90 days of the date of grant.

F7: The options were issued pursuant to the Plan under the Issuer's Stock Option Plan.

F8: 131,031 of the underlying shares have vested as of the date of grant and 54,596 underlying shares vest, subject to the Reporting Person's continued employment, on each of the first, second and third anniversary of the date of grant.